Fitzroy Minerals Announces Closing of Private Placement
Fitzroy Minerals Announces Closing of Private Placement
Vancouver, British Columbia March 28, 2024 – Fitzroy Minerals Inc. (TSXV: FTZ) (OTCQB:
FTZFF) (“Fitzroy Minerals ” or the “ Company”) is pleased to announce that it has closed its
previously announced non-brokered private placement (the “ Private Placement ”) on an
oversubscribed basis of 7,602,803 units (the “ Units”) at a price of $0.15 per Unit for gross
aggregate proceeds of $1,140,420.45. Please refer to the Company’s news release dated February
28, 2024 for further details.
Each Unit issued pursuant to the Private Placement is comprised of one common share of the
Company (a “ Common Share ”) and one-half of one Common Share purchase warrant of the
Company (each whole warrant, a “ Warrant”). Each Warrant shall entitle the holder thereof to
purchase one additional Common Share at an exercise price of $0.25 per share for a period of 24
months from the date of the closing of the Private Placement.
The net proceeds from the Private Placement will be used for exploration activities and property
commitments on the Company's projects (with a particular focus on the Company’s Caballos and
Polimet projects in Chile), working capital and general corporate purposes.
The finder’s fees of $75,917.62 cash and 506,116 finder’s warrants (the “ Finder’s Warrants”)
have been paid in connection with the Private Placement to certain arm’s length finders. Each
Finder’s Warrant issued to the finders shall entitle the holder thereof to purchase one Common
Share at an exercise price of $0.25 per share for a period of 24 months from the date of the closing
of the Private Placement.
The closing of the Private Placement, including the payment of any finder’s fees, remains subject
to the final approval of the TSX Venture Exchange (the “Exchange”).
Certain related parties of the Company participated in the Private Placement, as set out below. The
participation in the Private Placement by the related parties of the Company constitutes a related
party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements
to obtain a formal valuation and minority shareholder approval in connection with the participation
of the related parties in the Private Placement in reliance on the exemptions contained in sections
5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The Private Placement was unanimously approved
by the board of directors of the Company, with Merlin Marr Johnson and J. Campbell Smyth
declaring and abstaining from voting on the resolutions approving the Private Placement with
respect to their participation in the Private Placement.
Merlin Marr-Johnson, the President, CEO and a director of the Company and a related party to the
Company within the meaning of MI 61-101, subscribed for 100,000 Units. There has not been a
material change in the percentage of the outstanding securities of the Company that are owned by
Mr. Marr-Johnson as a result of his participation in the Private Placement.
Clariden Capital Ltd., a company owned by J. Campbell Smyth, a director of the Company and a
related party to the Company within the meaning of MI 61-101, subscribed for 100,000 Units.
There has not been a material change in the percentage of the outstanding securities of the
Company that are owned by Mr. Smyth as a result of his participation in the Private Placement.
Finder’s Fee in Connection with January Private Placement
In connection with the Company’s non-brokered private placement that closed on January 9, 2024,
the Company paid an additional finder’s fee (the “ January Finder’s Fee ”) to a certain arm’s
length finder. The January Finder’s Fee consists of $4,000 cash and 40,000 finder’s warrants (the
“January Finder’s Warrants ”). Each January Finder’s Warrant entitles the holder thereof to
purchase one Common Share at an exercise price of $0.15 per share for a period of two years from
the date of issuance. For further details relating to the private placement, please see the Company’s
news release dated January 9, 2024.
About Fitzroy Minerals
Fitzroy Minerals is focused on exploring and developing mineral assets with substantial upside
potential in the Americas. The Company’s current property portfolio includes the Caballos Copper
and Polimet Gold-Copper-Silver projects located in Valparaiso, Chile and the Taquetren Gold
project located in Rio Negro, Argentina, as well as the Cariboo project in British Columbia,
Canada. Fitzroy Minerals’ shares are listed on the Exchange under the symbol FTZ and on the
OTCQB under the symbol FTZFF.
On behalf of Fitzroy Minerals Inc.
Merlin Marr-Johnson
President and CEO
For further information, please contact:
Merlin Marr-Johnson
+1 604-505-4554
For more information on Fitzroy Minerals, please visit the Company's website:
www.fitzroyminerals.com
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended, or any state securities laws and may not be
offered or sold within the United States or to or for the account or benefit of a U.S. person (as
defined in Regulation S under the United States Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is
available.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release includes certain statements and information that constitute forward-looking
information within the meaning of applicable Canadian securities laws. All statements in this news
release, other than statements of historical facts are forward-looking statements. Such forward-
looking statements and forward-looking information specifically include, but are not limited to,
statements that relate to the completion of the Private Placement and the timing and pricing in
respect thereof, the use of proceeds of the Private Placement, and timely receipt of all necessary
approvals, including any requisite approval of the Exchange.
Statements contained in this release that are not historical facts are forward-looking statements
that involve various risks and uncertainty affecting the business of the Company. Such statements
can generally, but not always, be identified by words such as "expects", "plans", "anticipates",
"intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions,
or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that
describe the Company's plans relating to operations and potential strategic opportunities are
forward-looking statements under applicable securities laws. These statements address future
events and conditions and are reliant on assumptions made by the Company's management, and
so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with
Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions
underlying the forward-looking information, actual results could materially differ from those
currently projected, and there is no representation by the Company that the actual results realized
in the future will be the same in whole or in part as those presented herein. the Company disclaims
any intent or obligation to update forward-looking statements or information except as required
by law. Readers are referred to the additional information regarding the Company's business
contained in the Company's reports filed with the securities regulatory authorities in Canada.
Although the Company has attempted to identify important factors that could cause actual actions,
events, or results to differ materially from those described in forward-looking statements, there
may be other factors that could cause actions, events or results not to be as anticipated, estimated
or intended. For more information on the Company and the risks and challenges of its business,
investors should review the Company's filings that are available at www.sedar.com.
The Company provides no assurance that forward-looking statements and information will prove
to be accurate, as actual results and future events could differ materially from those anticipated
in such statements or information. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company does not undertake to update any for-
ward looking statements, other than as required by law.